Circio completes transformational fundraising of NOK 300 million to strengthen its position as the global leader in circular RNA-based gene expression systems

June 9, 2026
Press release - Regulatory

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

  • Circio has secured NOK 300 million in gross proceeds from the exercise of warrants and an underwritten private placement
  • This brings the total capital raised by Circio in the first half of 2026 to approx. NOK 620 million (USD 65 million)
  • The funds will be deployed to build the circVec platform and advance a lead gene therapy program to IND-filing and clinical proof of concept, with a financial runway until the end of 2030

Oslo, 9 June 2026: Reference is made to the stock exchange announcement published by Circio Holding ASA (OSE: CRNA) (the “Company” or "Circio") earlier today, 9 June 2026, regarding the last day of the exercise period for the 67,680,945 warrants (Nw.: frittstående tegningsretter) with ISIN NO0013711523 (the “Warrants”) issued in connection with the rights issue and related private placement completed in February.

In total, warrants for approx. NOK 213 million were exercised during the exercise period. With the addition of approx. NOK 87 million utilized of the NOK 150 million underwriting commitment in the potential private placement announced on 26 May 2026, Circio has thereby secured the target total of NOK 300 million in gross proceeds. The warrant program had strong support from several of the main existing shareholders, as well as Circio management and employees for in total approx. NOK 1.44 million. The funding will be deployed to accelerate and broaden circVec platform development and advance a lead gene therapy program to IND-filing and clinical proof of concept, with a financial runway until the end of 2030.

“The warrant exercise program concludes Circio's highly successful fundraising efforts in 2026, bringing in a total of USD 65 million in new capital,” said Dr. Erik D Wiklund, CEO of Circio. “This new funding is truly transformational for Circio. It will allow us to accelerate pre-clinical development of the circVec platform as a novel gold-standard gene expression system for next generation gene and cell therapies. We have now also secured the resources to bring a lead program forward towards clinical proof-of-concept and, in parallel, build Circio into an international caliber end-to-end biotech player with a leading and highly differentiated circular RNA technology.”

The financing of NOK 300 million announced today, allied to the two fundraisings earlier this year, completes a remarkable turnaround for Circio,” said Damian Marron, Chair of the Board of Directors of Circio. “The dedication, perseverance and skill of our CEO, Erik D Wiklund, along with his management and the entire Circio organization to reach this point has been exemplary. We intend to invest our funds wisely with the aim to create groundbreaking new medicines and value for patients, shareholders and all our stakeholders.”

RESULTS OF THE WARRANT EXERCISE

Each Warrant gave the holder a right to subscribe for one new share in the Company at an exercise price of NOK 8.2508 per share (the “Exercise Price”). The exercise period for the Warrants expired at 16:30 hours (CEST) today, 9 June 2026. At the expiry of the exercise period, a total of 25,781,827 Warrants for a total amount of NOK 212,720,698.21 were validly exercised at the Exercise Price by more than 400 individual subscribers and, consequently, a corresponding number of new shares (the “New Shares”) in the Company will be issued.

Notifications of allocated New Shares and the corresponding total exercise amount to be paid by each subscriber are expected to be distributed electronically through the VPS on or about 10 June 2026. The payment for the New Shares to be issued to the subscribers as a result of the exercise of Warrants falls due on 12 June 2026 (the “Payment Date”).

Subject to timely payment of the aggregate exercise amount for the New Shares on the Payment Date, the Company expects that the share capital increase pertaining to the issuance of the New Shares will be registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) (the “NRBE”) on or about 18 June 2026 and that the New Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 19 June 2026.

The New Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the issuance of the New Shares has been registered with the NRBE.

THE UNDERWRITING PRIVATE PLACEMENT

Reference is made to the stock exchange announcement published by the Company on 26 May 2026 regarding the underwriting agreements (the “Underwriting Agreements”) entered into by the Company in connection with the commencement of the exercise period for the Warrants.

Pursuant to the Underwriting Agreements, the Underwriters had undertaken to secure minimum gross proceeds of NOK 150 million in connection with the exercise of Warrants, subject to a utilization cap of NOK 300 million. As Warrants for a total amount of NOK 212,720,698.21 were validly exercised, new shares for a total amount of NOK 87,279,297.38 shall be subscribed for by the Underwriters (the "Underwriting Shares"). The board of directors (the "Board"), has today, following close of the exercise period of the Warrants, resolved to increase the Company's share capital by NOK 6,346,969.80, through the issuance of 10,578,283 Underwriting Shares at the Exercise Price (the "Underwriting Private Placement”) by use of the board authorisation granted to the Board at the Company's annual general meeting held on 8 May 2026 (the "Authorisation").

The Underwriting Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the issuance of the Underwriting Shares has been registered with the NRBE.

ATLAS SPECIAL OPPORTUNITES COMPENSATION SHARE ISSUE

Reference is made to the convertible bonds as issued to Atlas Special Opportunities, LLC ("Atlas") under the investment agreement entered into between Atlas and the Company in March 2023 and the eight conversions of a total of 30 convertible bonds during 2024 and 2025, where the contractual conversion price was below the nominal value of the Company's share (NOK 0.60). As the conversion price could not be set lower than the nominal value, the conversion price for these conversions was set to NOK 0.60, and Atlas was granted an option to subscribe for new shares in the Company to compensate the difference. The total difference amount to NOK 741,471, which pursuant to the amendment agreement dated 24 July 2025 shall be settled through the issuance of new shares (the "Compensation Shares").

The Board has today resolved to increase the Company's share capital by NOK 57,262.80 through the issuance of 95,438 Compensation Shares at a subscription price of NOK 0.60 per Compensation Share by use of the Authorisation.

The Compensation Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the issuance of the Compensation Shares has been registered with the NRBE.

NEW SHARE CAPITAL

The Company's share capital following the issuance of the New Shares, the Underwriting Shares and the Compensation Shares will be NOK 164,776,746, divided into 274,627,910 shares, each with a nominal value of NOK 0.60. The New Shares, the Underwriting Shares and the Compensation Shares will be registered under the same ISIN as the Company's existing shares (ISIN NO0013033795).

The New Shares, the Underwriting Shares and the Compensation Shares will be listed as soon as the new shares are fully paid, the share capital increases have been registered with the NRBE, and the new shares have been issued in the VPS.

ADVISORS

Pareto Securities AS is acting as Sole Global Coordinator and APREA Partners AB is acting as Joint Bookrunner in the Underwriting Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR and section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication at 2026-06-09 23:12 CEST.

This stock exchange announcement was published by Mats Hermansen, VP Finance, on behalf of the Company, at the time and date stated above in this announcement.

For further information, please contact:

Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@circio.com

Lubor Gaal, CFO
Phone: +34 683 34 3811
Email: lubor.gaal@circio.com

For more information regarding the Warrant Program, please contact:
Pareto Securities AS
Phone: +47 24 13 39 19
Email: online@paretosec.no

– IMPORTANT INFORMATION –
This announcement is not and does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
 
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
 
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus are available from the Company's registered office and subject to certain exceptions, on the website of the Company.
 
In any EEA Member State other than Norway and Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
 
In the United Kingdom, this communication is only being communicated to (a) persons who have professional experience, knowledge and expertise in matters relating to investments and qualifying as "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "relevant persons") and (b) only in circumstances falling within the circumstances set out in Part 1 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024. These materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
 
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
 
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by, and is the responsibility of, the Company.
 
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.